Sierra Bancorp (BSRR) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 21, 2025, with in-person attendance only; no online participation offered.

• Shareholders will vote on the election of five Class II directors, ratification of the independent auditor, and an advisory vote on executive compensation.

• Proxy materials and annual report are primarily distributed electronically to reduce environmental impact and costs.

• Only shareholders of record as of March 24, 2025, are entitled to vote.

Voting matters and shareholder proposals

• Election of five Class II directors to serve until 2027.

• Ratification of Forvis Mazars, LLP as independent registered public accounting firm for 2025.

• Advisory (non-binding) vote on executive compensation (say-on-pay).

• Shareholder proposals for the 2026 meeting must be submitted by December 9, 2025, for inclusion.

Board of directors and corporate governance

• Board consists of 11 directors, divided into two classes with staggered two-year terms.

• Majority of directors are independent per Nasdaq rules; all key committees are composed solely of independent directors.

• Board diversity includes five female directors and three from underrepresented communities.

• Board committees include Audit, Compensation, Nominating and Governance, Risk, Credit, and Finance & Sustainability.

• Board leadership structure separates the roles of Chairman and CEO.